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禾信仪器主业承压三年半亏2.22亿 推3.84亿重组突围将增3.26亿商誉
Chang Jiang Shang Bao· 2025-08-05 23:49
Core Viewpoint - HeXin Instruments (688622.SH) is restructuring to enter the quantum computing sector, aiming to overcome challenges in its core business, which has been under pressure due to market conditions and declining demand [1][4]. Group 1: Restructuring Details - HeXin Instruments plans to acquire 56% of Shanghai Liangxi Technology Co., Ltd. for approximately 384 million yuan, with a total valuation of Liangxi Technology at 686 million yuan, reflecting a significant premium of 1083.71% [1][2]. - The acquisition will be financed through a combination of cash and stock, with up to 246 million yuan raised from specific investors to support the transaction and improve liquidity [2][3]. - Post-acquisition, Liangxi Technology will become a subsidiary of HeXin Instruments, enhancing its product offerings in high-end scientific instruments [3][6]. Group 2: Financial Performance - HeXin Instruments reported a revenue of 52.82 million yuan in the first half of 2025, a decline of 48.88% year-on-year, with a net loss of 17.46 million yuan, although this represents a reduction in losses by 20.86% compared to the previous year [1][4]. - The company has experienced continuous losses over the past three and a half years, with cumulative net losses amounting to approximately 222 million yuan [5]. - In contrast, Liangxi Technology demonstrated stronger profitability, with revenues of 26.79 million yuan, 74.35 million yuan, and 70.80 million yuan from 2023 to the first half of 2025, and net profits of 0.20 million yuan, 2.20 million yuan, and 2.81 million yuan during the same period [6]. Group 3: Performance Commitments - The transaction includes performance commitments from Liangxi Technology, ensuring net profits of no less than 35 million yuan, 50 million yuan, and 65 million yuan for the years 2025 to 2027, with a cumulative target of at least 150 million yuan [3][4]. - If the cumulative net profit falls between 90% and 100% of the target, the performance guarantors will not be obligated to compensate for the shortfall [4].
禾信仪器上半年营收减近五成 拟约3.8亿收购控股量羲技术
Nan Fang Du Shi Bao· 2025-08-05 09:31
Core Viewpoint - HeXin Instrument, a company listed on the Sci-Tech Innovation Board, reported a significant decline in revenue and net profit for the first half of 2025, alongside plans to acquire a controlling stake in Shanghai Liangxi Technology [2][4]. Financial Performance - Revenue for the first half of 2025 was approximately 52.82 million yuan, a year-on-year decrease of 48.88% from 103.32 million yuan [3]. - The net profit attributable to shareholders was approximately -17.46 million yuan, a reduction in losses by 20.86% compared to -22.06 million yuan in the same period last year [3]. - The company's net assets increased slightly by 0.28% to approximately 385.35 million yuan, while total assets decreased by 5.60% to approximately 827.96 million yuan [3]. Business Environment - The company operates in the high-tech sector, focusing on the research, production, and sales of mass spectrometers, which are widely used in various fields such as environmental monitoring and food safety [4]. - The report indicated a significant decline in both revenue and costs, attributed to a slowdown in downstream investment and demand due to market adjustments [4][5]. Strategic Initiatives - HeXin Instrument is actively pursuing a major asset restructuring by planning to acquire a 56% stake in Shanghai Liangxi Technology for approximately 384 million yuan [6][7]. - The acquisition aims to enhance the company's core competitiveness and expand its product offerings in high-end scientific instruments, particularly in quantum computing applications [6][7]. Future Outlook - The company intends to leverage the acquisition to improve product performance and expand its market presence by integrating resources from both companies [7]. - Liangxi Technology, established in 2022, specializes in low-temperature measurement and control equipment, with applications in superconducting quantum computing and other advanced research fields [7].
禾信仪器上半年营收减近五成,拟约3.8亿收购控股量羲技术
Nan Fang Du Shi Bao· 2025-08-05 09:20
Core Insights - HeXin Instruments, a company listed on the Sci-Tech Innovation Board, reported a significant decline in revenue for the first half of 2025, with revenue approximately 52.82 million yuan, down 48.88% year-on-year, and a net loss of about 17.46 million yuan, narrowing losses by 20.86% compared to the previous year [1][2][3] Financial Performance - Revenue for the first half of 2025 was 52,815,737.74 yuan, compared to 103,320,253.11 yuan in the same period last year, reflecting a decrease of 48.88% [2] - The net profit attributable to shareholders was -17,459,570.82 yuan, improving from -22,061,083.13 yuan year-on-year [2] - The company’s total assets decreased by 5.60% to 827,955,211.07 yuan, while net assets increased slightly by 0.28% to 385,345,792.26 yuan [2] Business Operations - HeXin Instruments specializes in the research, production, sales, and technical services of mass spectrometers, which are widely used in various fields such as environmental monitoring, food safety, and medical health [3] - The company experienced a significant decline in revenue and costs due to a slowdown in downstream investment and demand, which affected overall business performance [3] - The company has focused on optimizing sales expenses and reducing employee compensation through organizational restructuring [3] Strategic Initiatives - HeXin Instruments aims to deepen its core resources in the environmental monitoring sector while also diversifying into new business areas to reduce dependency on this sector [4] - The company is actively pursuing a major asset restructuring plan to acquire a controlling stake in Shanghai Liangxi Technology Co., Ltd. for approximately 384 million yuan [5][6] - The acquisition is expected to enhance HeXin Instruments' product offerings in high-end scientific instruments and improve overall competitiveness through technological synergies [6] Market Position and Future Outlook - Liangxi Technology, established in June 2022, specializes in ultra-low temperature measurement and control equipment, with applications in superconducting quantum computing and other advanced research fields [7] - The collaboration between HeXin Instruments and Liangxi Technology is anticipated to expand the product range and enhance the performance of existing products, thereby increasing market share [6][7]
禾信仪器拟收购量羲技术56%股权 2025上半年营收同比下降近5成
Jing Ji Guan Cha Wang· 2025-08-05 08:03
Core Viewpoint - HeXin Instruments (688622) reported a significant decline in revenue and a net loss for the first half of 2025, primarily due to market adjustments and reduced downstream investment demand. The company is also pursuing a major asset restructuring by acquiring a 56% stake in Shanghai Liangxi Technology Co., Ltd. [1][2] Financial Performance - For the first half of 2025, HeXin Instruments achieved revenue of 52.82 million yuan, a decrease of 48.88% from 103 million yuan in the same period last year [2] - The net profit attributable to shareholders turned negative at -17.46 million yuan, compared to a profit in the previous year, with a further decline in net profit after excluding non-recurring items to -19.84 million yuan [2] - The basic and diluted earnings per share were both -0.25 yuan, with a weighted average return on net assets of -4.62% [2] - The net cash flow from operating activities improved to -14.26 million yuan, an increase of 11.82 million yuan compared to -26.08 million yuan in the previous year [2] Asset Restructuring - HeXin Instruments plans to acquire a 56% stake in Liangxi Technology for a total transaction amount of 384 million yuan, which constitutes a major asset restructuring but does not qualify as a restructuring listing [2][3] - The company aims to raise up to 246 million yuan through a share issuance to specific investors to support the acquisition and improve its asset-liability ratio [2][3] Technological Focus and Market Expansion - HeXin Instruments invested 8.90 million yuan in R&D, accounting for 16.85% of its revenue, focusing on the independent development and industrialization of mass spectrometers [4] - The company has launched several new products for environmental monitoring and is expanding into emerging fields such as water quality monitoring and agricultural food safety [4] - The acquisition of Liangxi Technology is expected to enhance technological collaboration and market expansion, particularly in the rapidly growing quantum computing sector [4] Industry Outlook - The global quantum computing market is projected to reach 5.04 billion USD in 2024 and 11.18 billion USD by 2027, with a potential market size of 807.75 billion USD by 2035 [5] - In 2023, global investment in quantum information reached 38.6 billion USD, with China contributing 15 billion USD [5]
禾信仪器: 广州禾信仪器股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易报告书(草案)(修订稿)
Zheng Quan Zhi Xing· 2025-08-04 16:47
Core Viewpoint - The company, Guangzhou Hexin Instrument Co., Ltd., plans to acquire a 56.00% stake in Shanghai Liangxi Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from specific investors [1][10]. Group 1: Transaction Overview - The transaction involves issuing shares and cash to purchase the 56.00% equity of Shanghai Liangxi Technology, which specializes in ultra-low temperature and weak signal measurement equipment [9][12]. - The total cash consideration for the transaction is set at 137.2 million yuan, while the total amount raised through share issuance is capped at 246.4 million yuan [10][11]. - The transaction is classified as a major asset restructuring under the relevant regulations, and it is expected to enhance the company's product offerings and market competitiveness [12]. Group 2: Financial and Regulatory Aspects - The valuation of the target company, based on the income approach, is approximately 686 million yuan, indicating a premium of 1,083.71% over the transaction price [11]. - The company will issue shares to no more than 35 specific investors, with the final number of shares subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [10][12]. - The transaction is not expected to change the control of the company, as the current controlling shareholder will remain the same post-transaction [12]. Group 3: Strategic Implications - The acquisition is anticipated to create synergies between the company's existing mass spectrometry business and the target's expertise in ultra-low temperature technology, thereby broadening the product range and enhancing technological capabilities [12]. - The integration of the target's technology is expected to improve product performance and expand the overall sales scale, strengthening the company's competitive position in the high-end scientific instrument market [12].
禾信仪器: 广州禾信仪器股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易报告书(草案)摘要(修订稿)
Zheng Quan Zhi Xing· 2025-08-04 16:47
Core Viewpoint - The company plans to issue shares and pay cash to acquire a 56% stake in Shanghai Liangxi Technology Co., Ltd. and raise supporting funds through a private placement of shares to no more than 35 specific investors [1][11][21]. Transaction Overview - The transaction involves issuing shares and paying cash to acquire 56% equity in Shanghai Liangxi Technology, with a total cash consideration of CNY 13,720 million and a total fundraising amount not exceeding CNY 24,640 million [11][12][21]. - The fundraising will be used for cash transaction payments, intermediary fees, taxes, and to supplement working capital [12][16]. Financial Details - The valuation of the target company, Shanghai Liangxi Technology, is set at CNY 68,600 million, resulting in a premium of 1,083.71% based on the income approach [14][20]. - The total transaction price for the acquisition is CNY 38,360 million, which includes both cash and share payments [14][21]. Impact on Business - The acquisition is expected to enhance the company's product offerings in high-end scientific instruments, particularly in areas such as superconducting quantum computing and extreme physical research, thereby improving overall product performance and market competitiveness [21][22]. - The transaction will not change the control of the company, as the controlling shareholder remains the same before and after the transaction [21][22]. Regulatory Compliance - The transaction is subject to approval from the Shanghai Stock Exchange and registration with the China Securities Regulatory Commission [2][3]. - The company and its executives have committed to providing accurate information and will face legal responsibilities for any misrepresentation [2][3].
禾信仪器: 国泰海通证券股份有限公司关于广州禾信仪器股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易之独立财务顾问报告(修订稿)
Zheng Quan Zhi Xing· 2025-08-04 16:47
Core Viewpoint - The report outlines the independent financial advisory opinion regarding Guangzhou Hexin Instrument Co., Ltd.'s issuance of shares and cash payment for asset acquisition, along with the associated fundraising and related transactions. Group 1: Transaction Overview - The company plans to acquire 56.00% equity of Shanghai Liangxi Technology Co., Ltd. through a combination of share issuance and cash payment, while also raising supporting funds [13][14]. - The total amount of supporting funds to be raised is capped at 246.40 million yuan, which is equivalent to 100% of the transaction price for the asset acquisition [14][15]. - The cash consideration for the transaction is set at 137.20 million yuan, representing 55.68% of the total transaction value [17]. Group 2: Financial Impact - The transaction is expected to enhance the company's financial position, with projected total assets increasing from 87.71 million yuan to approximately 130.40 million yuan post-transaction [18]. - The company's net profit is anticipated to improve significantly, with the pro forma financial statements indicating a potential increase in net profit from -28.61 million yuan to 1.05 million yuan after the transaction [18]. Group 3: Regulatory Compliance - The transaction has undergone necessary decision-making and approval processes, including resolutions from the board of directors and supervisory board [18]. - The transaction is classified as a major asset restructuring under the relevant regulations, but it does not constitute a change in control of the company [18]. Group 4: Strategic Benefits - The acquisition is expected to broaden the company's high-end scientific instrument portfolio and enhance product quality through technological synergies with the target company [18][19]. - The target company specializes in ultra-low temperature and weak signal measurement equipment, which aligns with the company's focus on high-end analytical instruments [18].
禾信仪器: 广州禾信仪器股份有限公司2024年度、2025年1-6月备考合并财务报表审阅报告
Zheng Quan Zhi Xing· 2025-08-04 16:47
Core Points - Guangzhou HeXin Instrument Co., Ltd. is preparing pro forma consolidated financial statements for the purpose of a major asset restructuring, which includes the acquisition of 56% equity in Shanghai Liangxi Technology Co., Ltd. for a total transaction price of 383.6 million yuan [4][5][6] - The pro forma financial statements are based on the assumption that the restructuring has been completed as of January 1, 2024, and reflect the new ownership structure [5][7] - The company has a registered capital of 69.997606 million yuan and a total share capital of 70,465,321 shares as of June 30, 2025 [3] Company Overview - Guangzhou HeXin Instrument Co., Ltd. was established in March 2016 and focuses on the research, production, and sales of mass spectrometers, being one of the few domestic companies engaged in independent research and development in this field [3][4] - The company primarily sells analytical instruments and provides related technical services, including environmental monitoring instruments, medical instruments, laboratory analysis instruments, and custom-made instruments [4] Major Asset Restructuring - The company plans to acquire 56% of Shanghai Liangxi Technology Co., Ltd. for a total price of 383.6 million yuan, which includes 246.4 million yuan in equity securities and 137.2 million yuan in cash [5][6] - The valuation of the target company was assessed at 686 million yuan as of June 30, 2025, with the transaction price reflecting this valuation [5][6] Financial Reporting Basis - The pro forma consolidated financial statements are prepared in accordance with the Chinese Accounting Standards and are intended to provide a fair representation of the company's financial position and operating results [2][4] - The financial statements do not include cash flow statements or changes in equity due to their specific preparatory purpose [7] Accounting Policies - The company adopts accounting policies that align with the Chinese Accounting Standards, including provisions for bad debts, depreciation of fixed assets, and revenue recognition [7][8] - The financial statements reflect the company's operational characteristics and are prepared in Renminbi [8]